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| PREPARED BY: KLETT ROONEY LIEBER & SCHORLING |
| a professional corporation |
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| $165,550,000 Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program) of 2003 |
Closing Documents List |
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| Bond Documents |
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| A. BACKGROUND DOCUMENTS |
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TABA01 - Copy of the Amended and Restated Indenture of Trust dated as of December 1, 1994 |
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TABA02 - Copy of the First Supplement to the Amended and Restated Indenture of Trust dated as of May 15, 1996 |
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TABA03 - Copy of the Second Supplement to the Amended and Restated Indenture of Trust dated as of April 1 , 1999 |
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TABA04 - DTC Blanket Letter of Representation (executed in 1999) |
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| B. BASIC BOND DOCUMENTS |
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TABB01 - Third Supplement to the Amended and Restated Indenture of Trust dated as of June 1,2003 |
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TABB01a - Exhibit A: Form of 2003 Bond |
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TABB01b - Exhibit B: Interest Rate Swap Transaction documents |
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TABB02 - Consent of FGIC to Amendments in 3rd Supplement |
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TABB03 - Bond Purchase Contract |
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TABB03a - Exhibit A: Letter of Representations |
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TABB03b - Exhibit B: Supplemental Legal Opinion of Bond Counsel |
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TABB03c - Exhibit C: Opinion of Counsel to Authority addressed to Representative |
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TABB03d - Exhibit D: Opinion of City Solicitor addressed to Representative |
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TABB03e - Exhibit E: Opinion of Special Counsel to the City addressed to Representative |
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TABB04 - Remarketing Agreement |
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TABB05 - Standby Bond Purchase Agreement |
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TABB05a - Exhibit A: Notice of Bank Purchase (Liquidity Purchase) |
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TABB05b - Exhibit B: Notice of Bank Purchase (Mandatory Purchase) |
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TABB05c - Exhibit C: Request for Extension |
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TABB05d - Exhibit D: Notice of Extension |
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TABB05e - Exhibit E: Notice of Termination |
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TABB05f - Exhibit F: Custody Agreement |
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TABB05g - Exhibit G: Notice of Increase of Available Commitment |
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TABB05h - Exhibit H: Confirming Agreement |
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TABB06 - Custody Agreement |
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TABB07 - Confirming Agreement |
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TABB08 - Preliminary Official Statement |
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TABB09 - Official Statement |
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a) Appendix A: Audited Financials for the Authority (year ending 12/31/02) |
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b) Appendix B: Information of City's Financial Condition |
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c) Appendix C: Certain Terms and Provisions of Indenture |
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d) Appendix D: Form of Bond Counsel Opinion |
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e) Appendix E: Specimen Copy of Financial Guaranty Insurance Policy |
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f) Appendix F: Certain Information Regarding Bank |
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TABB10 - Tax Compliance Agreement |
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TABB10a - Exhibit A: Sources and Uses |
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TABB10b - Exhibit B: Certificate of Underwriter |
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TABB10c - Exhibit C: Certificate of Bank |
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TABB10d - Exhibit D: Certificate of Bond Insurer |
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TABB10e - Exhibit E: Opinion of Ballard Spahr Andrews and Ingersoll, LLP |
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TABB10f - Exhibit F: Pricing Certificate of JPMorgan Chase Bank, and Integration Certificate of IMAGE |
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TABB11 - Internal Revenue Service Form 8038-G |
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TABB12 - Closing Receipt |
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TABB12a - Schedule I: Total Amount Due from Representative |
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TABB12b - Schedule II: Financing Fees and Expenses |
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TABB13 - UCC Financing Statement |
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TABB14 - Specimen Bonds |
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| C. DOCUMENTS PROVIDED BY THE AUTHORITY |
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TABC01 - Disbursement Letter Agreement with the State Treasurer |
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TABC02 - Proof of Publication Notice pursuant to §303 (b) of the Act. |
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TABC03 - Letters of appointing authorities concerning appointment of Authority Board Members |
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TABC04 - Certificate of Secretary of Authority relating to By-Laws, Resolutions and forms of Bonds, with Exhibits |
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TABC04a - Exhibit A: Authority By-Laws |
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TABC04b - Exhibit B: Bond Resolution |
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TABC04c - Exhibit C: Resolution Approving Intergovernmental Cooperation Agreement |
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TABC04d - Exhibit D: Resolution Approving plan |
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TABC04e - Exhibit E: Form of Bonds |
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TABC04f - Exhibit F: Certificate of Bond Pricing Committee |
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TABC05 - Certificate of Authority pursuant to the Bond Purchase Contract and Section 2.11(f) of the Indenture |
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TABC05a - Exhibit A: Verification Report of Deloitte and Touch |
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TABC06 - Consent of Financial Guaranty Insurance Company to Third Supplement to Amended and Restated Indenture of Trust |
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TABC07 - Letter of Authority to City regarding Amended and Restated Indenture of Trust with Consent by City |
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TABC08 - Certificate of JPMorgan Chase Bank (the "Liquidity Provider") as required by Section 9(e)(xxi) of the Bond Purchase Contract |
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TABC09 - Certificate of Assistance Corporate Secretary of JPMorgan Chase Bank to authority of officer to execute documents on behalf of JPMorgan Chase Bank |
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TABC10 - Consent of Accountants, Deloitte and Touche, as to inclusion of Audit Report in OS and POS |
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| D. DOCUMENTS PROVIDED BY THE CITY |
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TABD01 - Certificate as to Incumbency and Signatures of City officials |
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TABD02 - Certificate of Director of Finance required by Section 9(e)(viii) of the Bond Purchase Contract |
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TABD03 - Certificate of Director of Finance certifying the most recent Financial plan of the City (the "Plan"), as required by Section 9(e)(iii) of the Bond Purchase Contract |
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TABD03a - Five Year plan of City for fiscal years 2002 through 2007 |
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TABD04 - Certificate of Chief Clerk as to effectiveness of ordinances and Resolutions, with Exhibits |
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TABD04a - Exhibit A: Bill No. 1437 (Tax Ordinance) |
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TABD04b - Exhibit B: Bill No. 1563-A (Cooperation Ordinance) |
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TABD04c - Exhibit C: Resolution No. 020059 (Resolution Approving Plan) |
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TABD05 - Copy of Tax Collection Agency Agreement, certified by the Commissioner of the City and the City Solicitor |
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| E. DOCUMENTS PROVIDED BY REPRESENTATIVE OF UNDERWRITERS |
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TABE01 - Letter of Representations of City |
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TABE02 - Blue Sky Memorandum |
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TABE03 - Rating Letters |
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| F. DOCUMENTS DELIVERED BY TRUSTEE |
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TABF01 - General Certificate of Trustee with respect to the Indenture, with exhibits |
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TABF02 - Redemption Notice regarding 1993A Bonds |
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| G. DOCUMENTS DELIVERED BY BOND INSURER |
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TABG01 - Bond Insurance Policy |
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TABG02 - Tax Certificate of Bond Insure |
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| H. OPINIONS OF COUNSEL |
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TABH01 - General Counsel to the Authority |
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TABH02 - City Solicitor |
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TABH03 - Special Counsel to the City |
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TABH04 - Counsel to the Trustee |
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TABH05 - Co-Counsel to the Underwriters |
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TABH06 - Counsel for Bond Insurer |
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TABH07 - Approving Opinion of Bond Counsel |
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TABH07a - Reliance letter addressed to the Underwriters |
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TABH08 - Supplemental Opinion of Bond Counsel |
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TABH09 - Opinion of Counsel to Liquidity Provider |
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| I. DOCUMENTS RELATING TO SWAP |
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TABI01 - Option On Interest Rate Swap Transaction Agreement (December 6, 2001) |
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TABI02 - Certificate Identifying Anticipatory Hedge (December 2001) |
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TABI03 - Opinion of Ballard Spahr Andrews & Ingersoll, LLP re: Integration of Hedge (December 2001) |
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TABI04 - Swap Provider's Certificate |
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TABI05 - Swap Broker's Certificate |
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TABI06a - Opinions of Special Counsel to Authority, Ballard Spahr Andrews & Ingersoll, LLP |
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TAB606b - b) Impact of Basis Cap |
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TABI07a - Verification Reports of Drucker & Scaccetti, P.C. |
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TABI07b - b) Yield Verification |
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| We welcome your questions and comments. Please email any feedback to info@picapa.org |
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